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Smartbird (BIRD) replaces Deloitte with BPM as independent auditor for 2026

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Smartbird, Inc. reports that its Audit Committee dismissed Deloitte & Touche LLP as independent registered public accounting firm on July 28, 2026, and approved the engagement of BPM LLP as auditor for the fiscal year ending December 31, 2026, following a competitive request-for-proposal process.

Deloitte’s audit reports on Smartbird’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications. The company states there were no disagreements and no reportable events with Deloitte during those periods or through July 28, 2026. Deloitte’s confirming letter is included as Exhibit 16.1.

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Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor dismissal date July 28, 2026 Audit Committee dismissed Deloitte & Touche LLP as independent registered public accounting firm
Fiscal years covered by Deloitte reports Years ended December 31, 2025 and 2024 Deloitte’s audit reports for these years had no adverse opinions or qualifications
New auditor fiscal year Year ending December 31, 2026 BPM LLP engaged as independent registered public accounting firm for this fiscal year
Par value of Class A common stock $0.0001 per share Class A common stock, $0.0001 par value, listed on The Nasdaq Stock Market LLC under symbol BIRD
independent registered public accounting firm regulatory
"dismissed Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Item 304(a)(1)(v) of Regulation S-K regulatory
"as that term is defined in Item 304(a)(1)(v) of Regulation S-K"
request-for-proposal process financial
"following a competitive request-for-proposal process, the Audit Committee approved the engagement of BPM LLP"
Audit Committee regulatory
"On July 28, 2026, the Audit Committee of the Board of Directors dismissed Deloitte"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

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FAQ

What auditor change did Smartbird (BIRD) disclose?
Smartbird’s Audit Committee dismissed Deloitte & Touche LLP as its independent registered public accounting firm on July 28, 2026 and approved BPM LLP as the new auditor for the fiscal year ending December 31, 2026 after a competitive request-for-proposal process.

Did Smartbird (BIRD) report any disagreements with Deloitte?
Smartbird states there were no disagreements with Deloitte during the two most recent fiscal years and the interim period through July 28, 2026 on accounting principles, financial disclosures, or audit scope that would have been referenced in Deloitte’s audit reports.

Were there any reportable events with Deloitte for Smartbird (BIRD)?
The company reports there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K during the fiscal years ended December 31, 2025 and 2024 and the interim period from January 1, 2026 to July 28, 2026.

Did Deloitte issue adverse opinions on Smartbird’s (BIRD) financials?
Deloitte’s audit reports on Smartbird’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinion, no disclaimer of opinion, and no qualifications related to uncertainty, audit scope, or accounting principles.

Who is Smartbird’s (BIRD) new independent auditor and for which period?
Smartbird’s Audit Committee approved BPM LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The company also notes that it did not previously consult BPM on accounting or audit matters during the referenced periods.

How did Deloitte respond to Smartbird’s (BIRD) disclosures?
Smartbird provided Deloitte with its auditor-change disclosures and requested a response. Deloitte furnished a letter dated July 29, 2026 addressed to the SEC stating whether it agreed with those statements, which Smartbird included as Exhibit 16.1.
false 0001653909 0001653909 2026-07-28 2026-07-28
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): July 28, 2026
 
 
Smartbird, Inc.
(Exact name of registrant as specified in its charter) 
 
 
Delaware
001-40963
47-3999983
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
425 Page Mill Rd.
Suite 200
Palo Alto, CA94306
(Address of principal executive offices, including zip code)
 
(628) 225-4848
(Registrant’s telephone number, including area code)
 
530 Washington St.
San Francisco, CA 94111
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
Trading
Name of each exchange
Title of each class
Symbol(s)
on which registered
 
 
 
 
 
Class A common stock, $0.0001 par value
 
BIRD
 
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☒
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
Item 4.01 Changes in Registrant’s Certifying Accountant.
 
 
(a)
Dismissal of Independent Registered Public Accounting Firm
 
On July 28, 2026, the Audit Committee of the Board of Directors of Smartbird, Inc. (the “Company”) dismissed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm.
 
The audit reports of Deloitte on the consolidated financial statements of the Company for each of the two most recent fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the Company’s two most recent fiscal years and subsequent interim period from January 1, 2026 to July 28, 2026 (i) there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter of such disagreements in their reports on the Company’s consolidated financial statements for such years, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
 
The Company provided Deloitte with a copy of the disclosures it is making in this Form 8-K and requested that Deloitte furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Deloitte agrees with the statements made herein. A copy of Deloitte’s letter dated July 28, 2026 is filed as Exhibit 16.1 hereto.
 
 
(b)
Engagement of Independent Registered Public Accounting Firm
 
On July 28, 2026, following a competitive request-for-proposal process, the Audit Committee of the Board of Directors approved the engagement of BPM LLP (“BPM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
 
During the Company’s two most recent fiscal years ended December 31, 2025 and 2024 and subsequent interim period from January 1, 2026 to July 28, 2026, neither the Company nor anyone on its behalf consulted BPM regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that BPM concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
 
 
Item 9.01
Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit
 
Description
 
 
 
16.1
 
Letter of Deloitte & Touche LLP, dated July 29, 2026
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Smartbird, Inc.
 
Dated: July 29, 2026
 
 
 
 
By:
/s/ Nadia Carlsten
 
 
 
Nadia Carlsten
 
 
 
Chief Executive Officer
 
 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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